SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    Form 10-Q


                   Quarterly Report under Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934


 For the quarterly period ended: MARCH 31, 1999 Commission File Number: 0-19589
                                 --------------                         -------


                              ARGUSS HOLDINGS, INC.
           ----------------------------------------------------------

             (Exact name of Registrant as specified in its Charter)

             Delaware                                     02-0413153
---------------------------------             -------------------------------
(State of other jurisdiction of               (I.R.S. Employer Identification 
  incorporation of organization)                            Number)


One Church Street, Suite 302, Rockville, Maryland           20850
-------------------------------------------------     -----------------
     (Address of Principal Executive Offices)             (Zip Code)


      Registrant's Telephone Number, including Area Code:   301-315-0027




Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.


  Yes:   X          No:
       -----            -----



As of April 29, 1999, there were 11,666,247 shares of Common Stock, $ .01 par
value per share, outstanding.

<PAGE>


                              ARGUSS HOLDINGS, INC.


                                      INDEX




Part I - Financial Information:                                             PAGE

         Item 1 - Financial Statements


                   Consolidated Balance Sheets (Unaudited)-
                   March 31, 1999 and December 31, 1998                        3

                   Consolidated Statements of Operations (Unaudited)-
                   Three Months Ended March 31, 1999 and March 31, 1998        4

                   Consolidated Statements of Cash Flows (Unaudited)-
                   Three Months Ended March 31, 1999 and March 31, 1998        5

                   Notes to Consolidated Financial Statements
                   (Unaudited)                                                 7


         Item 2 -  Management's Discussion and Analysis of Financial
                   Condition and Results of Operations                        13

          Item 3 - Quantitative and Qualitative Disclosure about Market Risk  16

Part II - Other Information                                                   17

          Items 1 through 6

          Signatures


Exhibits



                                       2
<PAGE>


                              ARGUSS HOLDINGS, INC.

                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)


                                                        March 31,   December 31,
                                                          1999         1998
                                                      ------------  ------------
  Assets

Current assets:
  Cash                                                $  1,650,000  $  1,809,000
  Restricted cash from customer advances                   324,000       978,000
  Accounts receivable trade, including allowance
    for doubtful accounts of $263,000  and
    $245,000 in 1999 and 1998, respectively             28,707,000    31,877,000
  Costs and earnings in excess of billings              16,154,000     8,707,000
  Inventories                                            1,647,000     1,271,000
  Other current assets                                   1,764,000     1,233,000
  Deferred tax assets                                    1,469,000     1,485,000
                                                      ------------  ------------
  Total current assets                                  51,715,000    47,360,000

Property, plant and equipment, net                      31,596,000    29,858,000
Goodwill, net                                           72,081,000    71,728,000
Net assets of discontinued operation                     4,913,000     4,914,000
                                                      ------------  ------------
                                                      $160,305,000  $153,860,000
                                                      ============  ============

  Liabilities and Stockholders' Equity

Current liabilities:
  Current portion long-term debt                      $  7,462,000  $ 11,372,000
  Short-term borrowings                                 20,023,000     6,777,000
  Accounts payable                                      13,635,000    12,343,000
  Billings in excess of costs and earnings                  39,000       748,000
  Customer advances                                      7,000,000     7,000,000
  Accrued expenses and other liabilities                 6,836,000     6,117,000
  Due to former Schenck Communications shareholders           --      18,696,000
                                                      ------------  ------------
    Total current liabilities                           54,995,000    63,053,000
                                                      ------------  ------------

Long-term debt, excluding current portion               24,154,000    22,259,000
Deferred income taxes                                    3,475,000     3,675,000
                                                      ------------  ------------
    Total liabilities                                   82,624,000    88,987,000
                                                      ------------  ------------

Stockholders' equity:
  Common stock $.01 par value                              117,000       109,000
  Additional paid-in capital                            74,026,000    61,327,000
  Retained earnings                                      3,538,000     3,437,000
                                                      ------------  ------------
    Total stockholders' equity                          77,681,000    64,873,000
                                                      ------------  ------------
                                                      $160,305,000  $153,860,000
                                                      ============  ============


The accompanying notes are an integral part of these financial statements.



                                       3
<PAGE>


                              ARGUSS HOLDINGS, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                        Three Months Ended
                                                      March 31,      March 31
                                                        1999           1998
                                                    ------------   ------------

Net sales                                           $ 37,806,000   $ 19,190,000
Cost of sales, excluding depreciation                 30,581,000     15,352,000
                                                    ------------   ------------
  Gross profit, excluding depreciation                 7,225,000      3,838,000

Selling, general and administrative expenses           2,688,000      2,218,000
Depreciation                                           1,898,000      1,270,000
Goodwill amortization                                    948,000        654,000
                                                    ------------   ------------
  Operating income (loss)                              1,691,000       (304,000)
                                                    ------------   ------------

Other income (expense):

  Interest income and other                               33,000         53,000
  Interest expense                                      (855,000)      (629,000)
                                                    ------------   ------------

Income (loss) from continuing operations
  before income tax (expense) benefit                    869,000       (880,000)

Income tax (expense) benefit                            (712,000)        91,000
                                                    ------------   ------------

Income (loss) from continuing operations                 157,000       (789,000)
                                                    ------------   ------------

Discontinued operations:
  Income (loss) from discontinued operations net
    of tax benefit of $18,000 in 1999 and tax
    expense of $11,000 in 1998, respectively             (26,000)        16,000
  Loss on disposal of discontinued operations,
    net of tax benefit of $20,000 in 1999                (30,000)          --
                                                    ------------   ------------
  Net income (loss)                                 $    101,000   ($   773,000)
                                                    ============   ============

Earnings (loss) per common share - basic:
  Income (loss) from continuing operations                  $.01          ($.08)
  Income (loss) from discontinued operations                --             $.01
  Loss on disposal of discontinued operations               --             --
                                                    ------------   ------------
  Earnings (loss) per common share                          $.01          ($.07)
                                                    ============   ============

Earnings (loss) per common share - diluted:
  Income (loss) from continuing operations                  $.01          ($.08)
  Income (loss) from discontinued operations                --             $.01
  Loss on disposal of discontinued operations
                                                    ------------   ------------
  Earnings (loss) per common share                          $.01          ($.07)
                                                    ============   ============

Weighted average shares outstanding:
          - basic                                     11,657,000     10,361,000
                                                    ============   ============
          - diluted                                   12,668,000     10,361,000
                                                    ============   ============

The accompanying notes are an integral part of these financial statements.





                                       4
<PAGE>


                              ARGUSS HOLDINGS, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


                                                         Three Months Ended
                                                      March 31,      March 31
                                                        1999           1998
                                                    ------------   ------------
Cash flows from operating activities:
  Net income (loss)                                 $    101,000   ($   773,000)
Income (loss) from discontinued operations, net           26,000        (16,000)
Loss on disposal of discontinued operations, net          30,000           --
  Adjustments to reconcile net income to net
    cash  provided  by (used in) operating
    activities of continuing operations:
  Depreciation                                         1,898,000      1,270,000
  Goodwill amortization                                  948,000        654,000
  Non cash stock compensation                               --          411,000
  Deferred income taxes                                     --          100,000

Changes in assets and liabilities:
  Accounts receivable                                  3,170,000        502,000
  Costs and earnings in excess of billings            (6,969,000)    (1,538,000)
  Inventories                                           (376,000)      (161,000)
  Other current assets                                  (531,000)       306,000
  Accounts payable                                     1,292,000      1,052,000
  Billings in excess of costs and earnings              (709,000)          --
  Accrued expenses and other liabilities                 680,000     (1,872,000)
                                                    ------------   ------------
  Net cash flows used in operating activities
    of continuing operations                            (440,000)       (66,000)
                                                    ------------   ------------




Cash flows from investing activities:
  Additions to property, plant and equipment          (3,639,000)    (4,649,000)
  Additional payment to former Schenck
    Communications shareholders                       (7,604,000)          --
  Purchase of telecom construction companies                --      (13,799,000)
                                                    ------------   ------------
  Net cash used in investing activities of
    continuing operations                            (11,243,000)   (18,448,000)
                                                    ------------   ------------


Cash flows from financing activities:

  Proceeds from lines of credit                       13,246,000     22,599,000
  Net repayments of lines of credit                   (2,016,000)    (3,295,000)
  Issuance of common stock                               294,000        318,000
                                                    ------------   ------------
  Net cash provided by financing activities
    of continuing operations                          11,524,000     19,622,000
                                                    ------------   ------------

  Net  increase (decrease) in cash                      (159,000)     1,108,000
                                                    ------------   ------------

  Cash at beginning of period                          1,809,000      1,188,000
                                                    ------------   ------------

  Cash at end of period                             $  1,650,000   $  2,296,000
                                                    ============   ============


                                  - continued -



                                       5
<PAGE>


                              ARGUSS HOLDINGS, INC.
                                  CONSOLIDATED
                      STATEMENTS OF CASH FLOWS (CONTINUED)


                                                         Three Months Ended
                                                      March 31,      March 31
                                                        1999           1998
                                                    ------------   ------------

Supplemental disclosures of cash paid for:
Interest                                            $    847,000   $    678,000
Corporate income taxes                                   297,000        198,000

Supplemental disclosure of investing 
  and financing activities:

Fair value of assets acquired (1):

Accounts receivable                                                $  5,710,000
Inventory                                                                  --
Other current assets                                                    375,000
Property and equipment                                                5,398,000
                                                                   ------------
  Total non-cash assets                                              11,483,000
                                                                   ------------

Liabilities                                                           3,620,000
Long-term debt                                                        1,888,000
                                                                   ------------

Net non-cash assets acquired                                          5,975,000

Cash acquired                                                         1,725,000
                                                                   ------------

Fair value of net assets acquired                                     7,700,000

Excess of costs over fair value
  of net assets acquired                                             27,373,000
                                                                   ------------

Purchase price                                                     $ 35,073,000
                                                                   ============

Common stock issued                                                $ 21,274,000
Cash paid                                                            15,524,000
Cash acquired                                                        (1,725,000)
                                                                   ------------

Purchase price                                                     $ 35,073,000
                                                                   ============



(1)  In the three months ended March 31, 1999, there were no acquisitions.
     During the three months ended March 31, 1999, former Schenck Communications
     shareholders received an additional $7.6 million in cash and 777,000 shares
     of the Company's common stock in full satisfaction of their additional
     payments.

The accompanying notes are an integral part of these consolidated financial
statements.



                                       6
<PAGE>


                              ARGUSS HOLDINGS, INC.

                              NOTES TO CONSOLIDATED
                              FINANCIAL STATEMENTS
                                   (UNAUDITED)


         A)       ORGANIZATION

         Prior to May 1997, Arguss Holdings,  Inc. (the "Company") operated as a
single entity under the name Conceptronic, Inc. On May 9, 1997, the shareholders
of the Company  approved a plan providing for the internal  restructuring of the
Company  whereby the Company became a holding  company and its operating  assets
were held by wholly owned operating subsidiaries.  Accordingly,  on May 9, 1997,
the Company  transferred  substantially all of its Conceptronic,  Inc. operating
assets to a newly  formed,  wholly  owned  subsidiary  of the  Company,  and the
Company changed its name to "Arguss Holdings,  Inc." The subsidiary then adopted
the name "Conceptronic, Inc." ("Conceptronic"). The Company's other wholly owned
operating subsidiary is Arguss Communications Group, Inc. ("ACG") formerly White
Mountain Cable Construction Corp.

         The  Company   conducts  its   operations   through  its  wholly  owned
subsidiaries,  ACG  and  Conceptronic.  ACG  is  engaged  in  the  construction,
reconstruction, maintenance, repair and expansion of telecommunications systems,
cable  television and data systems,  including  providing aerial and underground
construction  and  splicing  of both  fiber  optic  and  coaxial  cable to major
telecommunications  customers.  ACG  operates  through  its  divisions  -  White
Mountain  ("WMC"),  Can-Am ("CA"),  TCS ("TCS"),  Schenck ("SC") and Underground
Specialties  ("US").   Conceptronic  manufactures  and  sells  highly  advanced,
computer-controlled equipment used in the SMT circuit assembly industry.

         On March 17, 1999, the Company  announced the proposed  spin-off of its
wholly  owned  subsidiary  -  Conceptronic  -  whose  results  are  included  as
discontinued operations in 1999 and 1998.


         B)       BASIS FOR PRESENTATION

         As permitted  by the rules of the  Securities  and Exchange  Commission
(the "Commission") applicable to quarterly reports on Form 10-Q, these notes are
condensed  and do not contain all  disclosures  required by  generally  accepted
accounting principles.  Reference should be made to the financial statements and
related notes included in the Company's  Annual Report on Form 10-K for the year
ended December 31, 1998, filed with the Commission on March 16, 1999.

         In the opinion of the Company,  the  accompanying  unaudited  financial
statements  contain all adjustments  considered  necessary to present fairly the
financial  position  of the  Company  as of March 31,  1999 and the  results  of
operations and cash flows for the periods  presented.  The Company  prepares its
interim financial  information  using the same accounting  principles as it does
for its annual financial statements.

         The  Company's  telecom  construction  operations  are expected to have
seasonally  weaker results in the first and fourth quarters of the year, and may
produce stronger  results in the second and third quarters.  This seasonality is
primarily due to the effect of winter weather on outside plant activities in the
northern  areas  served by ACG, as well as reduced  daylight  hours and customer
budgetary  constraints.  Certain  customers  tend to complete  budgeted  capital
expenditures  before the end of the year, and postpone  additional  expenditures
until the subsequent fiscal period.

         Research and development expenses incurred and expensed by Conceptronic
were $256,000 and $173,000,  respectively, for the quarters ended March 31, 1999
and 1998.

         Certain amounts in the 1998 financial statements have been reclassified
for comparability with the 1999 presentation.

         (C)      EARNINGS PER SHARE

         Basic  earnings  per common share are computed by dividing net earnings
available to common stockholders by the weighted average number of common shares
outstanding  for the  period.  Diluted  earnings  per common  share  reflect the
maximum dilution that would have resulted from the exercise of stock options and


                                       7
<PAGE>


warrants and contingently issuable shares. Diluted earnings per common share are
computed by dividing net income by the weighted  average number of common shares
and all  dilutive  securities.  During the  quarter  ended March 31,  1998,  the
Company reported a loss. Consequently,  the Company did not give effect to stock
options and  warrants  in the  calculation  of earnings  per share as the result
would be anti-dilutive.

<TABLE>
<CAPTION>
                                                 March 31, 1999
                                                 --------------
                                                           Effect of 
                                              Effect of    Estimated
                                                Stock     Contingently
                                             Options and    Issuable
                                   Basic       Warrants      Shares       Diluted
                               ------------    ---------   ---------   ------------
<S>                            <C>             <C>         <C>         <C>       
Income from
  continuing operations        $    157,000         --          --     $    157,000
                               ------------    ---------   ---------   ------------
Loss from
  discontinued operations           (26,000)        --          --          (26,000)
Loss on disposal of
  discontinued operations           (30,000)        --          --          (30,000)
                               ------------    ---------   ---------   ------------
Net income                     $    101,000         --          --     $    101,000
                               ============    =========   =========   ============

Per share:
Income from
  continuing operations                $.01                                    $.01
Loss from
  discontinued operations              --           --          --             --
Loss on disposal of
  discontinued operations              --           --          --             --
                               ------------    ---------   ---------   ------------
Net income                             $.01         --          --             $.01
                               ============    =========   =========   ============

Weighted average shares
  outstanding                    11,657,000      609,000     402,000     12,668,000
                               ============    =========   =========   ============
</TABLE>


<TABLE>
<CAPTION>
                                                 March 31, 1998
                                                 --------------
                                                           Effect of 
                                              Effect of    Estimated
                                                Stock     Contingently
                                             Options and    Issuable
                                   Basic       Warrants      Shares       Diluted
                               ------------    ---------   ---------   ------------
<S>                            <C>             <C>         <C>         <C>       
Loss from
  continuing operations        ($   789,000)        --          --     ($   789,000)
                               ------------    ---------   ---------   ------------
Income from
  discontinued operations            16,000         --          --           16,000
Loss on disposal of
  discontinued operations              --           --          --             --
                               ------------    ---------   ---------   ------------
Net loss                       ($   773,000)        --          --     ($   773,000)
                               ============    =========   =========   ============
Per share:
Loss from
  continuing operations               ($.08)        --          --            ($.08)
Loss from
  discontinued operations               .01         --          --              .01
Loss on disposal of
  discontinued operations              --           --          --             --
                               ------------    ---------   ---------   ------------
Net loss                              ($.07)        --          --            ($.07)
                               ============    =========   =========   ============

Weighted average shares
  outstanding                    10,361,000         --          --       10,361,000
                               ============    =========   =========   ============
</TABLE>

         D)       CONTRACT ACCOUNTING

         The retainage included in accounts  receivable which represents amounts
withheld by contract with respect to ACG accounts  receivable was $3,513,000 and
$3,384,000  at March 31, 1999 and December 31, 1998,  respectively.  The Company
expects to collect substantially all the retainage within one year.


                                       8
<PAGE>


                                           March 31, 1999      December 31, 1998
                                           --------------      -----------------

Costs incurred on uncompleted contracts      $46,523,000          $41,703,000
Estimated earnings                            10,799,000            8,242,000
                                             -----------          -----------
                                              57,322,000           49,945,000
Less: Billings to date                        41,207,000           41,986,000
                                             -----------          -----------
                                             $16,115,000          $ 7,959,000
                                             ===========          ===========

Included in accompanying balance sheets
  under the following captions:
  Costs and earnings in excess of billings   $16,154,000          $ 8,707,000
                                             ===========          ===========
  Billings in excess of costs and earnings   $    39,000          $   748,000
                                             ===========          ===========

         E)       ACQUISITIONS

         In  1998,  the  Company  acquired  SC and  US.  The SC and US  purchase
agreements contain  provisions for additional  payments by the Company to former
SC and US shareholders  to be satisfied by the Company's  common stock and cash,
if certain adjusted EBITDA  thresholds for the years ended December 31, 1998 and
July 31,  1999,  respectively,  are met.  To meet EBITDA  thresholds,  SC and US
divisions must have adjusted  EBITDA in excess of $2.3 million and $2.8 million,
respectively.  Results in excess of the adjusted  EBITDA  threshold serve as the
basis to determine the amount of the additional  payment. SC exceeded its EBITDA
threshold at December 31, 1998. Any additional  payments  earned under the terms
of the agreements will be recorded as an increase in goodwill.

         During the three months ended March 31,  1999,  former SC  shareholders
received an additional  $7.6 million in cash and 777,000 shares of the Company's
common stock in full satisfaction of their additional  payments.  One-half of an
additional  payment to former US shareholders would be satisfied by the issuance
of shares of common stock valued at the lesser of $15.50 per share or the market
value with a minimum price of $13.625.

         F)       SEGMENT INFORMATION

         The Company  adopted SFAS No. 131,  "Disclosures  about  Segments of an
Enterprise and Related  Information" during the fourth quarter of 1998. SFAS No.
131 establishes  standards for reporting information about operating segments in
interim financial reports issued to stockholders.  It also establishes standards
for related  disclosures  about  products  and services  and  geographic  areas.
Operating  segments  are  defined as  components  of an  enterprise  about which
separate financial  information is available that is evaluated  regularly by the
chief  operating  decision  maker,  or decision making group, in deciding how to
allocate resources and assessing performance.

         The  Company's two  reportable  segments are telecom  construction  and
corporate/other.  Effective  with the quarter ended March 31, 1999,  the Company
removed  manufacturing  from its  reportable  segments  because  the  Company is
reporting the manufacturing segment as discontinued  operations.  (See Note H to
Consolidated  Financial  Statements.)  Summarized financial  information for the
quarter ended March 31, 1998 has been restated to reflect the revised reportable
segments.  The  telecom  construction  segment is  engaged in the  construction,
reconstruction of telecommunications systems, cable television and data systems,
including  providing  aerial and underground  construction and splicing for both
fiber optic and coaxial cable to major telecommunications customers. Because the
construction of a telecom system is a fully integrated undertaking,  the Company
does not capture  individually  each  component  of the  construction  functions
performed for revenue reporting purposes.  The corporate/other  segment provides
managerial, capital markets and financial reporting services to the Company.

         The Company's  reportable  segments are organized in separate  business
units  with  different  management,  technology  and  services.  The  respective
segments  account  for their  respective  businesses  using the same  accounting
policies used in the consolidated  financial  statements.  Summarized  financial
information  concerning the Company's  reportable  segments net of inter-company
transactions  is shown in the  following  table.  The  "Corporate/Other"  column
includes the Company's unallocated corporate expenses.




                                       9
<PAGE>


<TABLE>
<CAPTION>
                                              Three Months Ended March 31, 1999
                                              ---------------------------------
                                        Telecom
                                      Construction    Corporate/Other        Total
                                     -------------    ---------------    -------------
<S>                                  <C>              <C>                <C>             
External sales                       $  37,806,000                       $  37,806,000
Cost of sales, excluding
  depreciation                          30,581,000                          30,581,000
                                     -------------    --------------     -------------
Gross profit, excluding
  depreciation                           7,225,000                           7,225,000
Operating expenses,
  excluding depreciation                 2,644,000    $       44,000         2,688,000
Goodwill amortization                      948,000                             948,000
Depreciation                             1,898,000                           1,898,000

Interest and other income                   24,000             9,000            33,000
Interest expense                          (855,000)             --            (855,000)
                                     -------------    --------------     -------------
Income before income tax benefit
  from continuing operations         $     904,000    ($      35,000)    $     869,000
                                     =============    ==============     =============

Capital expenditures                 $   3,639,000                       $   3,639,000
                                     =============    ==============     =============
Property, plant and equipment, net   $  31,571,000    $       25,000     $  31,596,000
                                     =============    ==============     =============

Total assets                         $ 152,508,000    $    2,884,000     $ 155,392,000(1)
                                     =============    ==============     =============

Total liabilities                    $  75,332,000    $    7,292,000     $  82,624,000
                                     =============    ==============     =============
</TABLE>


(1)  Segment  information  does not add to total assets because of $4,913,000 in
     net assets of discontinued operations.


<TABLE>
<CAPTION>
                                              Three Months Ended March 31, 1998
                                              ---------------------------------
                                        Telecom
                                      Construction    Corporate/Other        Total
                                     -------------    ---------------    -------------
<S>                                  <C>              <C>                <C>             
External sales                       $  19,190,000                       $  19,190,000
Cost of sales, excluding
  depreciation                          15,352,000                          15,352,000
                                     -------------    --------------     -------------
Gross profit, excluding
  depreciation                           3,838,000                           3,838,000
Operating expenses,
  excluding depreciation                 1,807,000                           1,807,000
Goodwill amortization                      654,000                             654,000
Non cash stock compensation                386,000            25,000           411,000
Depreciation                             1,270,000                           1,270,000
                                     -------------    --------------     -------------

Interest and other income                   47,000             6,000            53,000
Interest expense                          (629,000)             --            (629,000)
                                     -------------    --------------     -------------
Loss before income tax benefit
  from continuing operations         ($    861,000)   ($      19,000)    ($    880,000)
                                     =============    ==============     =============

Capital expenditures                 $   4,649,000                       $   4,649,000
                                     =============    ==============     =============
Property, plant and equipment, net   $  20,637,000    $       35,000     $  20,672,000
                                     =============    ==============     =============

Total assets                         $  97,533,000    $    1,349,000     $  98,882,000(2)
                                     =============    ==============     =============

Total liabilities                    $  46,787,000    $    1,359,000     $  48,146,000
                                     =============    ==============     =============
</TABLE>




(2)  Segment  information  does not add to total  assets  as of March  31,  1998
     because of $5,261,000 in net assets of discontinued operations.

                                       10
<PAGE>


(G)      BANK FINANCING

         In March 1999,  the Company  increased  its  availability  under credit
facilities with banks.  The Company expanded the credit facility to $100 million
from approximately $50 million,  and increased the number of banks participating
to six money center and regional banks. The Company pledged the capital stock of
its wholly owned subsidiaries and the majority of the Company's assets to secure
the credit  facility.  The Company intends to use the credit facility to provide
working capital to finance  acquisitions  and the purchase of capital assets and
for other corporate  purposes.  The credit facility has a $70 million  revolving
credit  feature,  as well as a $30 million  amortizing  five-year term facility.
Amounts  borrowed under the credit facility will bear interest as a relationship
to the  London  Interbank  Offered  Rate  ("LIBOR"),  plus  1.25%  to  2.25%  as
determined  by the ratio of the  Company's  total  funded  debt to  EBITDA.  The
Company incurs commitment fees of .25% to .50% as determined by the ratio of the
Company's total funded debt to EBITDA on any unused borrowing capacity under the
credit facility.

         In the ordinary course of business,  the Company is exposed to floating
interest rate risk. In March 1999,  the Company  terminated  interest rate swaps
entered into as a hedge  against  variable  term loan  interest  rate risk.  The
aggregate  loss of  approximately  $330,000 on  termination of the interest rate
swaps is being  amortized over the remaining life of the related term loan which
was hedged.

         (H)      DISCONTINUED OPERATIONS

         On March 17, 1999, the Company  announced the proposed  spin-off of its
wholly owned subsidiary,  Conceptronic, Inc., to a new entity. Shares in the new
entity will be distributed to the Company's shareholders. Also announced as part
of the spin-off  transaction is the merger of Heller  Industries,  Inc. into the
new  entity  and the  infusion  of  cash  in an  amount  to be  negotiated  with
independent  institutional  investors.  The Company  believes  that the carrying
amount  of  Conceptronic  approximates  its  fair  value.  Loss on  disposal  of
discontinued operations reflects the estimated operating loss, net of income tax
benefit, for the period subsequent to March 31, 1999 through the closing date of
the transaction which is expected to occur in the third quarter of 1999.
The spin-off is subject to due diligence and other considerations.

         The Company's  consolidated  financial statements have been restated to
reflect the spin-off of Conceptronic as a discontinued  operation.  Accordingly,
the  revenues,  costs and  expenses,  assets and  liabilities  and cash flows of
Conceptronic have been excluded from the respective captions in the Consolidated
Balance  Sheets,   Consolidated   Statements  of  Operations  and   Consolidated
Statements  of Cash Flows and have been reported  through the estimated  date of
disposition as "Income from discontinued  operations",  net of applicable income
taxes, and as "Net assets of discontinued operations", respectively.

         Summarized financial information for the discontinued  operations is as
follows:

                                         For the three months ended:
                                         March 31, 1999      March 31, 1998
                                         --------------      --------------
Net sales                                  $ 3,929,000         $ 5,049,000
Income (loss) before income tax
  expense (benefit)                            (44,000)             27,000
Net income (loss)                          ($   26,000)        $    16,000

                                        At March 31, 1999   At December 31, 1998
                                        -----------------   --------------------
Current assets                             $ 8,372,000         $ 7,947,000
Total assets                                 9,984,000           9,595,000
Current liabilities                          4,142,000           3,753,000
Total liabilities                            5,071,000           4,681,000
Net assets of discontinued operations      $ 4,913,000         $ 4,914,000

         (I)      LITIGATION

         On December  13,  1991,  the  Company was served with a complaint  from
Vitronics Corporation ("Vitronics"), one of the Company's competitors,  alleging
patent  infringement  involving its reflow soldering ovens.  Vitronics sought an
injunction,  together with unspecified damages and costs. The claim was filed in
the United States Federal District Court, District of New Hampshire.

         In August 1995, the U.S.  District  Court issued a directed  verdict of
non-infringement  in the Company's  favor  regarding  method patent  #4,654,502.
Additionally,  a decision was reached on the  apparatus  patent  #4,833,301 by a
jury which found  non-infringement  on all past and current  Conceptronic ovens.


                                       11
<PAGE>

Vitronics  appealed the  directed  verdict on patent  #4,654,502  and the United
States Court of Appeals for the First Circuit ("Court of Appeals")  subsequently
reversed and  remanded the case for further  proceeding.  In October  1997,  the
Court of Appeals administratively dismissed the case.

         In related  actions,  in April 1997,  the United  States  Patent Office
("PTO")  rejected  certain  claims  of  Vitronics'  patent  #4,654,502  as being
unpatentable.  This decision by the PTO, if upheld on appeal,  should  terminate
the pending  lawsuit.  In December  1996,  the Company  named  Vitronics and its
Chairman and CEO,  James  Manfield in a lawsuit,  filed in Superior Court of the
State of New Hampshire,  citing malicious  prosecution and abuse of process. The
suit claims that Vitronics,  when it initiated the 1991 patent infringement case
against Conceptronic,  knew or should have known that the suit was without merit
and that claim 1 of U.S. Patent #4,883,301 was invalid,  unenforceable and, as a
consequence,  the patent was not infringed.  In November 1997,  Dover Industries
purchased Vitronics and succeeded in their interest.

         In the  opinion of counsel,  the  ultimate  outcome of this  litigation
cannot  presently  be  determined.  Management  of  the  Company  believes  that
Vitronics' claim is without merit and that the Company will ultimately  prevail.
Accordingly, no provision has been made in the accompanying financial statements
for any potential liability that might result.




                                       12
<PAGE>


                              ARGUSS HOLDINGS, INC.

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

         Prior to May 1997, Arguss Holdings,  Inc. (the "Company") operated as a
single entity under the name Conceptronic, Inc. On May 9, 1997, the shareholders
of the Company  approved a plan providing for the internal  restructuring of the
Company  whereby the Company became a holding  company and its operating  assets
were held by wholly owned operating subsidiaries.  Accordingly,  on May 9, 1997,
the Company  transferred  substantially all of its Conceptronic,  Inc. operating
assets to a newly  formed,  wholly  owned  subsidiary  of the  Company,  and the
Company changed its name to "Arguss Holdings,  Inc." The subsidiary then adopted
the name "Conceptronic, Inc." ("Conceptronic"). The Company's other wholly owned
operating  subsidiary  is Arguss  Communications  Group ("ACG")  formerly  White
Mountain Cable  Construction  Corp.  ACG operates  through its divisions - White
Mountain ("WM"), Can-Am ("CA"), TCS, Schenck ("SC") and Underground  Specialties
("US").

         The  Company   conducts  its   operations   through  its  wholly  owned
subsidiaries,  ACG  and  Conceptronic.  ACG  is  engaged  in  the  construction,
reconstruction, maintenance, repair and expansion of telecommunications systems,
cable  television and data systems,  including  providing aerial and underground
construction  and  splicing  of both  fiber  optic  and  coaxial  cable to major
telecommunications   customers.   Conceptronic  manufactures  and  sells  highly
advanced,  computer-controlled  equipment  used in the Surface Mount  Technology
circuit assembly industry.

         On March 17, 1999, the Company  announced the proposed  spin-off of its
wholly owned subsidiary,  Conceptronic, Inc., to a new entity. Shares in the new
entity will be distributed to the Company's shareholders. Also announced as part
of the spin-off  transaction is the merger of Heller  Industries,  Inc. into the
new  entity  and the  infusion  of  cash  in an  amount  to be  negotiated  with
independent  institutional  investors.  The Company  believes  that the carrying
amount  of  Conceptronic  approximates  its  fair  value.  Loss on  disposal  of
discontinued operations reflects the estimated operating loss, net of income tax
benefit,  for the period  subsequent  to March 31, 1999  through  the  estimated
closing date of the transaction  which is expected to occur in the third quarter
of 1999. The spin-off is subject to due diligence and other considerations.

         The Company's  consolidated  financial statements have been restated to
reflect the spin-off of Conceptronic as a discontinued  operation.  Accordingly,
the  revenues,  costs and  expenses,  assets and  liabilities  and cash flows of
Conceptronic have been excluded from the respective captions in the Consolidated
Balance  Sheets,   Consolidated   Statements  of  Operations  and   Consolidated
Statements  of Cash Flows and have been reported  through the estimated  date of
disposition as "Income from discontinued  operations",  net of applicable income
taxes, and as "Net assets of discontinued operations", respectively.

         Summarized financial information for the discontinued  operations is as
follows:

                                         For the three months ended:
                                         March 31, 1999      March 31, 1998
                                         --------------      --------------
Net sales                                  $ 3,929,000         $ 5,049,000
Income (loss) before income tax
  expense (benefit)                            (44,000)             27,000
Net income (loss)                          $   (26,000)        $    16,000

                                        At March 31, 1999   At December 31, 1998
                                        -----------------   --------------------
Current assets                             $ 8,372,000           7,947,000
Total assets                                 9,984,000           9,595,000
Current liabilities                          4,142,000           3,753,000
Total liabilities                            5,071,000           4,681,000
Net assets of discontinued operations      $ 4,913,000         $ 4,914,000


THREE MONTHS ENDED MARCH 31, 1999, COMPARED TO THREE MONTHS ENDED
MARCH 31, 1998.

         The Company  had  consolidated  net income of $101,000  for the quarter
ended March 31, 1999,  compared to a net loss of $773,000 for the quarter  ended
March 31, 1998 and income from continuing operations of $157,000 for the quarter
ended March 31, 1999, compared to a loss from continuing  operations of $789,000


                                       13
<PAGE>

in the comparable  period in 1998.  The Company's  results for the first quarter
are expected to be  seasonally  weaker than the second or third  quarters due to
the impact of winter  weather on outside plant  activities in the northern areas
served by ACG, as well as reduced daylight hours and customer delays in resuming
normal activities early in the fiscal year.

         Consolidated net sales in the first quarter of 1999 were  approximately
$37,806,000,  compared to  approximately  $19,190,000  for the first  quarter of
1998, an increase of 97% due in part to the  acquisition  of US which  accounted
for  $9,993,000 of the  increase.  Operations of ACG owned for at least one year
had a net sales  increase of  $8,623,000  or 46% for the quarter ended March 31,
1999.

         Consolidated gross profit margin,  excluding  depreciation,  was 19% of
sales in the first  quarter of 1999,  compared  to 20% for the first  quarter of
1998. The Company  seasonally has its lowest gross profit performance during the
winter months and the first quarter  activity is typically in the start-up phase
in  support  of the second and third  quarters'  higher  levels of  construction
activity.

         Consolidated selling, general and administrative expenses for the first
quarter of 1999 were $2,688,000, compared to $2,218,000 for the first quarter of
1998. The increase was largely due to US, which had $432,000 in selling, general
and administrative expenses for the quarter ended March 31, 1999.

         Depreciation  expense  increased to  $1,898,000  for the quarter  ended
March 31, 1999,  compared to $1,270,000 for the quarter ended March 31, 1998 due
primarily to ACG which made significant  equipment  acquisitions during calendar
year 1998,  and during the  quarter  ended  March 31,  1999.  The  equipment  is
amortized over sixty months.  Further,  US had $261,000 in depreciation  for the
quarter ended March 31, 1999.

         Goodwill  amortization  increased  to  $948,000  from  $654,000  in the
comparable period one year ago due to SC, whose former shareholders  realized an
additional  payment of  $18,696,000  in cash and stock in full  satisfaction  of
their additional  payment.  The additional  payment earned under the terms of SC
purchase  agreement  was  recorded  as an increase in  goodwill.  The  increased
goodwill is amortized  over the remaining  nineteen years since the date of SC's
acquisition in January 1998, which increased  goodwill  amortization  during the
quarter ended March 31, 1999 by $246,000.

         Interest  expense  for the quarter  ended March 31, 1999 was  $855,000,
compared to $629,000 for the comparable period in 1998. The ACG interest expense
increased  for the quarter  ended March 31, 1999,  due to US whose  purchase was
partially  financed  through  bank lines of credit and due to  increased  use of
financing  lines for the capital  assets  purchases in support of ACG's  revenue
growth.  (See  discussion  of expanded  bank credit  facilities in LIQUIDITY and
CAPITAL RESOURCES.)

         Income tax expense  for  continuing  operations  was  $712,000  for the
quarter ended March 31, 1999,  compared to $91,000 in income tax benefit for the
quarter ended March 31, 1998. The quarter ended March 31, 1998 reflects the loss
incurred from continuing  operations which led to the recording of an income tax
benefit. Goodwill amortization,  which is nondeductible for income tax purposes,
impacts the effective  income tax rate creating an unusual  relationship  of the
expected  effective tax rate to pretax income or loss.  During the quarter ended
March 31, 1999,  the Company  utilized a 39% effective  income tax rate prior to
giving effect to the impact of  nondeductible  goodwill  amortization  on pretax
income.

LIQUIDITY AND CAPITAL RESOURCES

         In  1998  the  Company  acquired  SC and  US.  The  SC and US  purchase
agreements contain  provisions for additional  payments by the Company to former
SC and US shareholders  to be satisfied by the Company's  common stock and cash,
if certain adjusted EBITDA  thresholds for the years ended December 31, 1998 and
July 31,  1999,  respectively,  are met.  To meet EBITDA  thresholds,  SC and US
divisions must have adjusted  EBITDA in excess of $2.3 million and $2.8 million,
respectively.  Results in excess of the adjusted  EBITDA  threshold serve as the
basis to determine the amount of the additional  payment. SC exceeded its EBITDA
threshold at December 31, 1998.  Additional  payments  earned under the terms of
the agreements are recorded as an increase in goodwill.

         During the three months ended March 31,  1999,  former SC  shareholders
received an additional  $7.6 million in cash and 777,000 shares of the Company's
common stock in full  satisfaction  of their  additional  payments.  The Company
funded the payment using its lines of credit. One-half of any additional payment
to former US shareholders  will be satisfied by the issuance of shares of common
stock  valued at the lesser of $15.50 per share or the market  value on July 31,
1999 with a minimum price of $13.625.



                                       14
<PAGE>

         Consolidated  net cash used in  operating  activities  from  continuing
operations  for the  quarter  ended  March 31,  1999 was  $440,000,  compared to
$66,000 in the first  quarter of 1998.  The  increase in cash used in  operating
activities  from  continuing  operations  is due to the  greater  volume  of new
construction  activity in the western  regions of the United States which caused
an increase in ACG's costs and earnings in excess of billings. Net cash used for
investing  activities of continuing  operations in the first quarter of 1999 was
$11,243,000,  compared to $18,448,000 in the first quarter of 1998. The decrease
in  investing  activities  of  continuing  operations  is  primarily  due to the
acquisition of CA and SC in 1998 compared with no  acquisitions  in 1999. The CA
and SC  acquisitions  required  $13,799,000 in cash,  compared to the $7,604,000
expended in 1999 for the additional  payment due to former SC shareholders.  Net
cash flows  provided  by  financing  activities  of  continuing  operations  was
$11,524,000  for the quarter  ended March 31,  1999,  compared to net cash flows
provided by financing activities of continuing operations of $19,622,000 for the
same period in 1998. The decrease in net cash flows from financing activities of
continuing operations reflects the impact of the acquisition of CA and SC in the
first quarter of 1998.

         In March 1999 the  Company  increased  its  availability  under  credit
facilities with banks.  The Company expanded the credit facility to $100 million
from approximately $50 million,  and increased the number of banks participating
to six money center and regional banks. The Company pledged the capital stock of
its wholly owned subsidiaries and the majority of the Company's assets to secure
the credit  facility.  The Company will  utilize the credit  facility to provide
working capital, to finance acquisitions and the purchase of equipment,  and for
other corporate purposes. The credit facility has a $70 million revolving credit
line, as well as a $30 million  decreasing  five-year term  financing  facility.
Amounts  borrowed under the credit facility will bear interest as a relationship
to the  London  Interbank  Offered  Rate  ("LIBOR"),  plus  1.00%  to  2.00%  as
determined by the Company's  ratio of funded debt to EBITDA.  The Company incurs
commitment  fees of .25% to .50% as  determined  by the  ratio of the  Company's
total funded debt to EBITDA on any unused  borrowing  capacity  under the credit
facility.

         In the ordinary course of business,  the Company is exposed to variable
interest rate risk. In March 1999,  the Company  terminated  interest rate swaps
entered into as a hedge  against  variable  term loan  interest  rate risk.  The
aggregate  loss of  approximately  $330,000 on  termination of the interest rate
swaps is being  amortized over the remaining life of the related term loan which
was hedged.

         The  Company  had  $70  million  in  revolving  lines  of  credit  with
commercial  banks of which  $21,052,000  was drawn down as of March 31,  1999 to
fund capital equipment purchases and working capital.

         The Company  continues to actively  pursue  acquisitions in the telecom
construction and other  industries.  In the event that one or more  satisfactory
acquisition  candidates are located, the Company may seek to expand its existing
credit facilities or issue additional equity or subordinated debt.

         The Company believes it has sufficient cash flow from operations,  cash
on hand and availability under its credit line to meet its liquidity needs.

         The  Company's  telecom  construction  operations  are expected to have
seasonally  weaker results in the first and fourth quarters of the year, and may
produce stronger  results in the second and third quarters.  This seasonality is
primarily due to the effect of winter weather on outside plant activities in the
northern  areas  served by ACG, as well as reduced  daylight  hours and customer
budgetary  constraints.  Certain  customers  tend to complete  budgeted  capital
expenditures  before  the end of the year,  and are slow to  return to  expected
production levels in the first quarter of the subsequent fiscal period.

YEAR 2000 DATE CONVERSION

         The Year 2000  issue  relates  to the  inability  of  certain  computer
software programs to properly recognize and process  date-sensitive  information
relative to the year 2000 and beyond.  Without corrective  measures,  this issue
could  cause  computer  applications  to fail or to  create  erroneous  results.
Incomplete  or untimely  resolution  of the Year 2000 issue by the Company or by
its key vendors,  customers,  suppliers or by other third  parties  could have a
materially  adverse  impact on the Company's  business,  operations or financial
condition in the future.

         During 1998,  ACG commenced  the upgrading of its business  information
systems through common integrated  computer and software systems throughout ACG.
As a by-product of the  implementation of the new integrated  business reporting
system,  ACG expects to remediate Year 2000 compliance  issues at certain of its
divisions  which were not already Year 2000  compliant.  All ACG  divisions  are
expected to be operating on the new integrated business system during the second
quarter  of 1999 with three of ACG's  divisions  completing  the  implementation
during the first quarter of 1999.



                                       15
<PAGE>

         In conjunction with its review of its Year 2000 compliance  issues, the
Company has  conducted  an inventory of its  information  technology  ("IT") and
manufacturing  and  telecom  construction  systems  ("non-IT"),  as  well as its
telecommunications systems. ACG has addressed its Year 2000 compliance issue for
IT,  non-IT  and  telecommunications  systems.  The total  cost with  respect to
systems and other  modifications  to Company IT,  non-IT and  telecommunications
systems is not  expected  to exceed  $300,000,  more than  one-half of which was
expended  in  1998.  The  Company  expended  less  than  $100,000  on Year  2000
remediation in the quarter ended March 31, 1999.

         The Company has also identified and prioritized  critical suppliers and
customers  and  communicated  with  them  about  their  plans  and  progress  in
addressing  the Year 2000  problem.  Detailed  evaluations  of the most critical
third parties have been completed. Contingency plans were developed in the first
quarter of 1999 in response to the detailed evaluations.

         Based upon currently  available  information,  the Company expects that
all phases of its Year 2000  Project  will be completed by the end of the second
quarter of 1999. With the completed and planned Year 2000  modifications  to its
IT systems  and non-IT  systems  and  telecommunications  systems,  the  Company
currently  believes  that the  Year  2000  issue  should  not  pose  significant
operational problems to the Company.  There can be no assurance,  however,  that
the  systems  of  other  parties  upon  which  the  Company's  business  relies,
including, but not limited to, the Company's key vendors,  customers,  suppliers
and other third parties will be converted on a timely basis.  If the systems and
applications  of key third  parties  are  materially  impacted  by the Year 2000
issue, the Company could lose certain of its abilities to efficiently  engage in
normal  business  activities  which could have a material  adverse effect on the
Company's business, financial condition or results of operations.  Although some
business  disruption in the Company's business may possibly occur as a result of
Year 2000  failures by third  parties,  the Company  does not believe  that such
disruption would have a materially adverse effect on its operations. Contingency
plans were  developed in the first  quarter of 1999 in response to the Company's
evaluation of Year 2000 business exposures.  The Company believes that, with the
implementation of new business systems and contingency  planning with respect to
key  vendors  and  customers,  as  well  as the  expansion  of its  bank  credit
facilities,  the  possibility of significant  business  interruptions  of normal
operations should be reduced.

         The  Company  believes  that  the most  reasonably  likely  worst  case
scenario  which  could occur with  respect to Year 2000 is a delay in  receiving
payments on  accounts  receivable  from  customers.  In March 1999,  the Company
expanded its available liquidity through expanded bank financing facilities. The
Company  believes that such  expanded  financing  should  mitigate the cash flow
impact of delays in collections of amounts due from customers.

         In addition to its internal systems and external  supplier and customer
relationships,  the Company has  exposure  to Year 2000  compliance  issues with
respect to potential acquisitions.  The Company includes Year 2000 compliance in
its  evaluation of  acquisition  candidates,  as well as in its due diligence in
progress.  At March 31,  1999,  the  Company  had no  acquisition  in  progress.
Non-compliance  with Year 2000  could have an adverse  impact on  valuations  of
potential acquisitions or reduce the Company's program of making acquisitions.

FORWARD LOOKING STATEMENTS

         Statements  made in the  quarterly  report that are not  historical  or
current facts are "forward-looking  statements" made pursuant to the safe harbor
provisions of the Private  Securities  Litigation Reform Act of 1995.  Investors
are  cautioned   that  actual  results  may  differ   substantially   from  such
forward-looking statements. Forward looking statements may be subject to certain
risks and uncertainties,  including - but not limited to - continued  acceptance
of  the  Company's  products  and  services  in the  marketplace,  uncertainties
surrounding  new  acquisitions,  floating rate debt,  risks of the  construction
industry,  including  weather and an  inability  to plan and  schedule  activity
levels,  doing business overseas and risks inherent in concentration of business
in certain  customers.  All of these risks are detailed from time to time in the
Company's filings with the Securities and Exchange Commission.  Accordingly, the
actual results of the Company could differ materially from such  forward-looking
statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         In the ordinary course of business,  the Company is exposed to variable
interest rate risk. In March 1999, the Company terminated interest swaps entered
into as a hedge against  variable  term loan  interest rate risk.  The aggregate
loss of  approximately  $330,000 on  termination  of the interest  rate swaps is
being  amortized  over the  remaining  life of the  related  term loan which was
hedged.



                                       16
<PAGE>

         As a result of  terminating  interest  rate swaps  used as hedges  with
respect to its variable term loan interest rate risk, the Company's  exposure to
interest rate  movements has changed since  December 31, 1998. A  one-percentage
point increase in interest rates on debt outstanding would result in an increase
in interest expense of approximately  $140,000 and reduce after tax earnings and
cash flow for the quarter by approximately $80,000.

         Subsequent  to March 31,  1999,  the Company  performed  a  sensitivity
analysis to assess  potential  hedge  strategies  with  respect to its  variable
interest  rate risk.  The Company has entered into an interest swap with respect
to its variable rate term debt.


                              ARGUSS HOLDINGS, INC.


                                     PART II

                                Other Information



Items 1,2, 3, 4 and 5:   Not Applicable.

Item 6:  Exhibits and Reports on form 8-K


10(x)    Credit Agreement dated as of March 19, 1999 among Arguss Holdings,
         Inc., Crestar Bank, Fleet Bank, N.A., Keybank, National Association,
         Union Bank of California, N.A., National City Bank and NationsBank, NA,
         as agent, and NationsBank Montgomery Securities, LLC, as syndication
         agent and manager, and related promissory notes pledge agreements and
         security agreements.

    (a)  27  Financial  Data Schedule

    (b)  Reports on Form 8-K

    None.






                                       17
<PAGE>




SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                      Arguss Holdings, Inc.



           May 12, 1999               By:  /s/ Rainer H. Bosselmann
                                         ---------------------------------------
                                           Rainer H. Bosselmann
                                           Chief Executive Officer



           May 12, 1999               By:  /s/ Arthur F. Trudel
                                         ---------------------------------------
                                           Arthur F. Trudel
                                           Principal Financial Officer and
                                           Principal Accounting Officer





                                       18